Common use of Demand Withdrawal Clause in Contracts

Demand Withdrawal. A Demanding Investor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Investor with respect to all of the Registrable Securities included by such Investor in such Demand Registration, the Issuer shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Investor for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Investor shall have paid or reimbursed the Issuer for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration of such Demanding Investor’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor sought to Register, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer to make an Adverse Disclosure.

Demand Withdrawal. A Demanding Investor Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Investor with respect to all of the Registrable Securities included by such Investor in such Demand RegistrationSponsor, the Issuer Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Investor Sponsor for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Investor Sponsor shall have paid or reimbursed the Issuer Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer Company in connection with the Registration of such Demanding InvestorSponsor’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor Sponsor sought to Registerregister, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer Company to make an Adverse Disclosure.

Demand Withdrawal. A Demanding Investor Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Investor Sponsor with respect to all of the its Registrable Securities included by such Investor in such Demand RegistrationSecurities, the Issuer Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the such Demanding Investor Sponsor for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Investor Sponsor shall have paid or reimbursed the Issuer Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer Company in connection with the Registration of such Demanding InvestorSponsor’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor Sponsor sought to Registerregister, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer Company to make an Adverse Disclosure.

Demand Withdrawal. A Demanding Investor Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Investor Holder with respect to all of the its Registrable Securities included by such Investor in such Demand RegistrationSecurities, the Issuer Partnership shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the such Demanding Investor Holder for purposes of Section 2.01(b) unless (i) the withdrawing Demanding Investor Holder shall have paid or reimbursed the Issuer Partnership for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer Partnership in connection with the Registration of such Demanding InvestorHolder’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor Holder sought to Registerregister, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer Partnership to make an Adverse Disclosure.

Demand Withdrawal. A Demanding Demand Investor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Investor with respect to all of the Registrable Securities included by such Investor in such Demand Registration, the Issuer shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Investor for purposes of Section 2.01(b) unless (i) withdrawn at any time prior to effectiveness, and in such case, only if the withdrawing Demanding Investor shall have paid or reimbursed the Issuer for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration of such Demanding Investor’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor sought to Register, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer to make an Adverse Disclosure.

Demand Withdrawal. A Demanding Investor In the event that a Demand Registration is requested under this Section and any other a Holder that has requested later determines not to sell its Registrable Securities in connection with the Registration requested, then prompt notice shall be included in a Demand Registration pursuant to Section 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior given by such Holder to the effectiveness of Issuer that the applicable Demand Registration Statementrequested with respect to such Holder is no longer required and that the request is thereby withdrawn. Upon receipt of a notice to such effect from the Demanding Investor with respect to all of the Registrable Securities included by such Investor in such Demand Registrationnotice, the Issuer shall cease all efforts to secure Registration with respect to such Holder and shall take all action necessary and reasonably practicable to prevent the commencement of effectiveness of the applicable Demand for any Registration Statement and with respect to such Holder that it is preparing or has prepared in connection with the withdrawn request. Such Registration nonetheless shall be deemed a Demand Registration with respect to the Demanding Investor for purposes of Section 2.01(b2.2(b) above, unless all participating Holders have withdrawn and (i) the withdrawing Demanding Investor Holders shall have paid or reimbursed the Issuer for its pro rata share all of all the reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration of such Demanding Investor’s withdrawn Registrable Securities (based on the number of securities the Demanding Investor sought to Register, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made following the occurrence of was caused by a Material Adverse Change or because the Registration would require breach by the Issuer to make an Adverse Disclosureof this Agreement.